ICT Automatisering N.V. (ICT) announces that all proposals submitted to the Annual General Meeting of Shareholders (AGM) held today were approved. One of the voting items was the statutory name change of ICT Automatisering N.V. to ICT Group N.V., in order to better reflect the international character of the company and to enable the company to add new labels to the group.
In line with the dividend proposal, the AGM approved payment of a cash dividend of € 0.24 per share for the 2015 financial year. The ex-dividend date will be on 13 May 2016. The cash dividend will be made available for payment on 10 June 2016.
Furthermore the shareholders have re-appointed Mr. D. Luthra as member of the Supervisory Board.
Revenue in Q1 up 23% at € 21.1 million (Q1 2015: € 17.1 million)
Organically revenue increased by 10%.
EBITDA from continuing operations increased to € 2.2 million (Q1 2015: € 1.4 million).
All subsidiaries showed profitable growth, Raster and BMA performed in line with expectations.
In March ICT announced the closure of the Polish activities.
Jos Blejie, CEO of ICT Automatisering N.V.: “We have started the year 2016 with confidence. We are pleased with the profitable growth shown at all our subsidiaries. We are committed to further execute the company strategy. In 2016, we will further leverage the acquisition of Raster and BMA. We will continue to implement a customer-centric approach with clear focus on the targeted markets addressing the different themes in each market. We reiterate that we expect this to lead to a further improvement in both revenue and profitability.”Financial developments Revenue in the first quarter of 2016 increased to € 21.1 million compared to € 17.1 million in the first quarter of 2015. Organically, excluding Raster and BMA, revenue grew 10%. All ICT subsidiaries contributed to this increase in revenue. Where in Q1 2015 ICT Netherlands saw a slowdown in demand and postponements of projects in the industrial automation, the improvement seen in the second half of 2015 continued in the first quarter of 2016. Strypes as well as Improve Quality Services performed well and the acquisitions, Raster and BMA showed a favourable development, in line with expectations. EBITDA from continuing operations came in at € 2.2 million in the first quarter, compared with € 1.4 million in the same period of 2015. All subsidiaries contributed to this improvement. Closure of Polish activities On 22 March 2016, ICT announced the closure of its ICT Poland operation with effect from 31 May 2016. Although ICT Poland realised an improvement in the past year, the Polish activities had not reached the necessary scale to continue to make the operation viable. Therefore, in a consolidating market, ICT decided to focus its nearshoring strategy fully on Strypes Bulgaria which has already achieved healthy growth and has the clear potential to continue to expand its customer base. Outlook ICT’s management reiterates the outlook given at the annual results announcement in March. ICT’s primary focus continues to be the execution of its strategy. ICT will further leverage the acquisitions of Strypes, Raster and BMA. ICT continues to aim for organic growth in combination with growth through acquisitions. Given the strategic progress made and its acquisitions, ICT expects a further improvement in revenue and EBITDA in 2016 compared with 2015, despite continued challenging conditions in various geographical markets and industries.
ICT REPORTS REVENUE GROWTH AND SUBSTANTIAL INCREASE IN EBITDA
ACQUISITIONS AND NEW ORGANISATIONAL STRUCTURE MARK IMPORTANT STEPS IN STRATEGY EXECUTION
Revenue up 14% to € 71.8 million, 4% organic growth
EBITDA came in at € 7.1 million, an increase of 53%
Strypes Bulgaria contributed significantly; the collaboration with ICT Netherlands resulted in a broadening of the client base and healthy growth
Net result came in at € 3.6 million (FY 2014: € 5.0 million, incl. € 5.6 million deferred tax benefit)
The net operational cash flow amounted to € 6.1 million positive in 2015 (2014: € 3.8 million positive)
Proposed dividend of € 0.24 per share for the year 2015
For 2016, ICT expects further growth of revenue and EBITDA compared with 2015
Jos Blejie, CEO of ICT Automatisering N.V.: “The year 2015 has been a dynamic year for ICT, in which we have made good progress with the implementation of our strategy. The organizational model has been further aligned with ICT’s business approach; customer-centric with a clear focus on the targeted markets. The acquisitions of Strypes and Raster are, in their own way, important steps on our strategic roadmap to becoming a total technology & service provider. Although market circumstances in The Netherlands did improve in 2015 compared to 2014, the market remained challenging. Nevertheless we have been able to realize healthy top line growth, both organically as well as through acquisitions. 2 Furthermore our profitability showed a marked improvement to which all our activities contributed. In 2016, we will continue to execute the defined strategy and further leverage our recent acquisitions. We are confident that this will lead to a further improvement in both revenue and profitability.”
Progress in 2015 To support clients in the most optimal way, ICT aims to get as close to them as possible by fully understanding the way they operate, their environment and their needs. ICT therefore aligned its organizational structure with its business approach. The change from verticals into business units does not only allow working closer to the markets and customers, but has also rooted ownership and innovation deeper in the business units. The acquisitions done in 2015 all contributed to the strategic goals. From the near shoring capabilities of Strypes to the products from systems integrator Raster. Focus in 2016 ICT continuously works on the execution of its strategic road map. The transition to the business unit structure is expected to fully mature in 2016. Attracting and retaining people remains a top priority, for which providing technological challenge and an entrepreneurial environment is key. Furthermore, ICT will continue to further leverage the recent acquisitions, including a more effective utilisation of the near-shoring capacity of Strypes, plus the state-of-the-art LogicNets platform. Raster will team up with the ICT industrial automation business to open up new markets. In addition the acquisition of BMA in February 2016 further enhances ICT’s position in the field of Smarter Health.
Notes to the results
As of 2015, in line with IFRS requirements and the new reporting and organizational structure, ICT Netherlands (ICT NL) and ICT Nearshoring (Strypes Bulgaria) are presented as separate segments. The other individual legal entities, comprising ICT Poland, Improve Quality Services and Raster, are presented aggregated as ‘Other’. ICT’s revenue came in at € 71.8 million in 2015, an increase of 14% on the € 63.0 million reported in 2014. Revenue increased organically by 4%, driven by a modest market improvement, enabling a slight increase in average tariffs and FTE. Revenue at ICT Netherlands improved slightly, to € 61.0 million in 2015 from € 60.3 million in 2014. The challenging conditions in the Oil and Gas industry indirectly impacted the Industrial Automation activities of ICT in the Netherlands and resulted in lower secondment demand from customers. The second half of the year did however show an improvement over the first half of 2015. Furthermore, licences and materials sales were lower, mainly due to lower licence sales related to the LogicNets platform. ICT realised profitable growth in all other markets. ICT managed to record positive results in the High Tech, Water & Infrastructure, Automotive and Logistics markets. This is in line with expectations, and reflects the improvement in economic conditions. The relatively modest sized Healthcare and Energy activities realised higher growth percentages. ICT further expanded the Healthcare and Energy operations by winning new assignments and starting new commercial partnerships. Strypes Bulgaria (ICT Nearshoring) recorded revenue of € 5.7 million. Strypes’ broadened client base decreased the firm’s dependency on its largest client. The commercial collaboration between ICT Netherlands and Strypes Bulgaria was an important contributor to the growth of ICT’s nearshoring activities. The segment ‘other’ (Improve, ICT Poland and Raster) recorded revenue of € 6.2 million. Improve and ICT Poland profited from better market circumstances. The companies gained new customers and consequently revenue improved. Raster contributed to revenue for one quarter of 2015 in the segment ‘other’ and performed in line with expectations. Cost of sales The cost of materials and subcontractors increased € 0.5 million to € 6.2 million in 2015 (2014: € 5.7 million). This increase was the net effect of an increase of € 0.9 million due to the acquisitions of Strypes 3 and Raster and a net drop of € 0.4 million in the cost of sales at ICT Netherlands, due to lower LogicNets licence sales. Costs / personnel expenses Personnel costs increased overall to € 43.5 million (2014: € 40.2 million), mainly as a result of the increase in number of employees. As Strypes is the main contributor to this increase, the average cost per FTE decreased. Other operating expenses also increased as a result of the acquisition of Strypes and Raster. ICT incurred costs and made outlays on office accommodation, marketing & sales and for the improvement of finance and human resources processes. As in 2014, ICT once again incurred costs in connection with the investigation and realisation of acquisitions and partnerships. In 2015, these costs amounted to € 0.6 million (2014: € 0.8 million). EBITDA for the full year 2015 increased by 53% to € 7.1 million, compared to € 4.7 million in 2014. The acquisition of Strypes made a strong contribution to this improvement, adding € 1.6 million. Organic increase of EBITDA amounted to 13.6%. The EBITDA margin increased from 7.4% to 9.9% in 2015. Amortisation and depreciation The acquisition of Strypes Bulgaria was completed on 6 January of last year. On the basis of the Purchase Price Allocation, ICT has valued the company’s order backlog and customer relations; the latter to be amortised over a period of five years as from acquisition date. As a result, amortisation for 2015 amounted to € 1.2 million (a € 543,000 one-off on backlog and € 650,000 on customer relations). ICT completed the acquisition of Raster on 16 September 2015. The Preliminary Purchase Price Allocation valued the software and customer relations at € 4.2 million combined, to be amortised over a period of six and eight years respectively, resulting in an annual amortisation of € 620,000. As Raster was only acquired in September of last year, amortisation amounted to € 154,000 in 2015. Depreciation for the year 2015 amounted to € 0.5 million (2014: € 0.3 million). The operating profit amounted to € 5.3 million in 2015 (2014: € 3.2 million). The operating margin was 7.4%, compared to 5.0% in 2014. Result from Joint Ventures The result from joint venture InTraffic amounted to € 0.3 million. InTraffic performed well and in line with last year. Result from associates The result from associates, mainly ICT’s participation in LogicNets, was negative. Sales of the LogicNets software platform are lagging. ICT firmly believes in the strategic importance of the platform, but given the delay in the roll-out of the platform ICT revalued its stake in LogicNets. This resulted in a downward valuation of € 0.4 million in the last quarter of 2015, bringing the result from associates to a loss of € 0.6 million in 2015. Corporate income tax amounted to € 1.1 million in 2015. In 2014 taxes amounted to € 4.3 million positive mainly as a result of a deferred tax benefit of € 5.6 million in the Netherlands, related to the liquidation of the German subsidiary. Net profit for the year amounted to € 3.6 million, compared with € 7.8 million (or € 3.4 million adjusted for the € 5.6 million deferred tax benefit and € 1.2 million impairment charges) in 2014. This translates into earnings per ordinary share of € 0.41. The number of outstanding ordinary shares remained unchanged during the year at 8,747,544.
Q4 2015 results
Revenue in Q4 2015 increased 22% to € 20.1 million compared to the last quarter of 2014 (€ 16.5 million). The fourth quarter EBITDA showed, in line with the full year, 49% growth to € 2.3 million (2014: € 1.6 million).
Cash flow movement
The group cash (and cash equivalents) position amounted to € 6.7 million at year-end 2015, compared to € 11.3 million at year-end 2014. The net operational cash flow amounted to € 6.1 million positive in 2015 (2014: € 3.8 million positive). Cash flow from investment activities amounted to € 11.8 million negative, compared to € 0.3 million positive cash flow in 2014. The largest impact on the cash flow from investment activities in 2015 came from the net investments less cash acquired related to the acquisition of Strypes (€ 3.9 million) and Raster (€ 6.8 million). Dividends paid to shareholders of ICT N.V. amounted € 2.0 million (2014: € 1.3 million). The net cash flow amounted to € 4.7 million negative (2014: € 2.7 million positive).
Balance sheet structure
As a result of the net effect of dividend paid of € 2 million and net profit of € 3.6 million, shareholders’ equity increased to € 35.5 million. The balance sheet total increased to € 58.2 million at year-end 2015, from € 49.4 million at year-end 2014, as a result of the acquisitions made last year. Raster was partly financed through an acquisition financing facility of € 3.0 million, while the balance sheet total also includes an earn-out obligation of € 1.5 million for Strypes. Solvency (shareholders’ equity/total assets) stood at 61% at year-end 2015, compared with 69% at year-end 2014, which represents a very sound financial basis.
Renewed and extended credit facility
To create room for the execution of ICT’s buy and build strategy, ICT renewed and extended its credit facilities in the third quarter of 2015. The renewed facility consists of three credit facilities. The first facility of € 1.5 million is used for providing guarantees and securities. The second credit facility amounts to € 6 million; this is committed and can be used for working capital financing. The third credit facility also amounts to € 6 million and can be used to finance acquisitions. An amount of € 3 million of the acquisition facility was used for the acquisition of Raster in the third quarter of 2015.
In the past year, ICT was able to hire 127 FTE. 81 of these were young professionals, while 46 were more experienced seniors. The total number of employees at year-end 2015 was 21% higher than at year-end 2014. This was due to acquisitions and increased recruitment efforts. Attrition of staff remained acceptable at 11 %.
ICT shall propose to the Annual General Meeting of Shareholders to be held on 11 May 2016 that a dividend be paid out for the 2015 financial year in the amount of € 0.24 per share in cash, based on the number of ordinary shares outstanding at year-end 2015. For the purpose of the calculation of the proposed dividend, the net profit is adjusted for the non-cash amortisation amounts and the downward valuation of LogicNets. This results in an adjusted net profit for the full year 2015 of € 5.3 million. The proposed dividend of € 0.24 per share represents a pay-out ratio of 40% of the adjusted net profit.
Significant events after the balance sheet date
On 5 February 2016, ICT acquired 51% of the shares of BMA (Bureau Medische Automatisering), a leading Dutch Healthcare software company based in Houten. The purchase consideration for 51% of the shares amounts to € 3.2 million in total and comprises a cash payment of € 2.4 million and an amount paid in (newly issued) ICT shares of € 0.8 million (97,707 shares).
Composition of the Supervisory Board
The term of Mr. Deepak Luthra expires in 2016. The General Meeting to be held on 11 May 2016, will be asked to reappoint Mr. Luthra for a second four-year term.
ICT’s primary focus continues to be the execution of its strategy. ICT will further leverage the acquisitions of Strypes, Raster and BMA. ICT continues to aim for organic growth in combination with growth through acquisitions. ICT expects the capital expenditures and research & development expenditures for 2016 to be in line with those recorded in 2015. For 2016 we expect the growth in the number of FTE to be in line with our revenue development. Given the strategic progress made and its acquisitions, ICT expects a further improvement in revenue and EBITDA in 2016 compared with 2015, despite continued challenging conditions in various geographical markets and industries. Cautionary statement This press release contains forward-looking statements. Forward-looking statements are always based on assumptions and estimates relating to uncertain events over which ICT Automatisering N.V. has no control. They concern, for example, measures taken by the Dutch and other governments, currency movements, price fluctuations, changes in law and regulations, legal precedents and market developments. ICT Automatisering N.V. would like to stress that the contents of this press release are based on the information that is currently available. The reality can always deviate from expectations for the future. ICT Automatisering N.V. has no obligation to update the statements contained in this document, unless required by law. In this press release, where information has been presented in thousands or millions of units, amounts may have been rounded. Accordingly, totals of columns or rows of numbers in tables or charts may not be equal to the apparent sum of the individual items. Actual numbers may differ from those contained herein due to such rounding. 2015 financial information The 2015 financial information included in the Extracts from Consolidated Financial Statements attached to this press release are derived from the Annual Report 2015. This Annual Report has been authorized for issue. The Annual Report has not yet been published by law and still has to be adopted by the Annual General Meeting on 16 May, 2016. In accordance with section 393, title 9, book 2 of the Netherlands Civil Code, Deloitte Accountants B.V. has issued an unqualified auditor’s opinion on the Annual Report. Annexes: Extracts from Consolidated Financial Statements 2015 – Consolidated statement of total comprehensive income – Consolidated balance sheet – Consolidated statement of changes in equity – Consolidated statement of cash flows – Other financial information – Segment information Click here to download the Annex of the Annual Results of 2015
Article 5:25a(2) of the Dutch Financial Supervision Act obliges all listed companies to publicly announce which country is their “home member state” for purposes of regulation of their disclosure obligations under the EU Transparency Directive. In fulfilment with this obligation ICT Automatisering N.V. hereby announces that its home member state is The Netherlands.
ICT signs letter of intent to acquire the leading software company BMA, specialised in obstetrics solutions
ICT Automatisering N.V. (ICT) announces that today it has signed a letter of intent to acquire the shares ofBMA (Bureau Medische Automatisering), a leading Dutch Healthcare software company based in Houten. ICT plans to acquire 51% of the shares as per January 2016. The remaining 49% will be acquired after a period of three years. The purchase consideration comprises a cash payment and an amount paid in ICT shares. The intended acquisition of BMA marks another step in the growth strategy of ICT, as it enables ICT to further expand its position in the healthcare market.
BMA develops software products that are designed for electronic record-keeping and fetal monitoring, focusing on the optimisation of the working and decision-making processes at the maternity ward. Their own software called Mosos – the integral solution for Obstetrics – is developed by BMA in close cooperation with gynaecologists, midwives, universities and government agencies. BMA distinguishes itself by offering all necessary software modules in order to produce paperless synoptic reporting. Next to selling and implementing its software products, BMA is also an exclusive distributor of specific obstetrical hardware products. With some 40 highly skilled professionals, BMA is market leader in the Benelux with a market penetration of approximately 80%. Next to the Benelux market the company is active in the UK, France and Switzerland. In the past years, BMA realised consistent profitable revenues of more than EUR 5 million per annum.
Jos Blejie, CEO of ICT: Diagnostic software and tools are getting increasingly important in the Healthcare sector. This acquisition further enhances our position in the field of ‘Smart Health’. Moreover itfully fits ICT’s strategic objective to become a total solutions provider. BMA is a clear market leader in the field of Obstetrics and enriches the total Health portfolio of ICT.”
Oscar Appeldoorn and Alex Holsbergen, Managing Directors of BMA: “Joining ICT, as a leading software integrator, is a next step in realizing our growth strategy. In combination with ICT we expect to accelerate in product development and further internationalization. Staying shareholders in BMA the coming three years, and at the same time becoming a shareholder in ICT underlines the trust we have in a long term relationship with ICT.”
BMA will remain an independent business unit residing in its current location and operating under its own label within the ICT Group.
ICT Group (ICT Automatisering N.V.) is an independent provider of industrial automation services. Our specific industry knowledge of various markets, enables us to realize innovative solutions. Over 700 passionate technical specialists are working for the ICT Group. The following subsidiaries are member of the ICT Group: ICT Netherlands (ICT Automatisering Nederland B.V.), Strypes Bulgaria (ICT Nearshoring B.V.), Raster, Improve Quality Services and InTraffic (50%).
Q3 2015: revenue growth and improvement of profitability
Revenue in Q3 up 20% at € 17.1 million (Q3 2014: € 14.2 million), organic revenue growth 9%.
EBITDA from continuing operations in Q3 came in at € 1.7 million (Q3 2014: € 0.7 million).
Acquisition of Raster completed on 16 September 2015.
ICT raises its expectation of an improvement in EBITDA to a range of 40%-50% for the full year 2015 compared to 2014.
Key figures (*) (*) In conformity with IFRS 5, ICT Germany classifies as “Discontinued operations” following the decision to divest the operations and is presented as a separate line item in the income statement, being the total loss post tax of the German operations for the period as ‘result from discontinued operations’ Financial developments Revenue in the third quarter of 2015 increased to € 17.1 million compared to € 14.2 million in the third quarter of 2014. Excluding Strypes Bulgaria, revenue grew 9 % (organic growth). All ICT subsidiaries contributed to revenue growth. During the third quarter, ICT Netherlands partly recovered from the slowdown in demand and postponements of projects in the industrial automation markets in the first half of 2015. ICT Netherlands managed to improve productivity rates of employees as a result of more demand of customers. Revenue over the first nine months of the year amounted to € 51.7 million compared to € 46.6 million over the first nine months of 2014. Organically revenue grew 2.2%. Intensive collaboration between ICT Netherlands and Strypes Bulgaria resulted in additional growth in Bulgaria. EBITDA from continuing operations came in at € 1.7 million in the third quarter, compared with € 0.7 million in the same period of 2014, all subsidiaries contributed to this improvement. In the first nine months of 2015 EBITDA improved to € 4.8 million (first nine months 2014: € 3.1 million). The acquisition of Strypes positively impacted the EBITDA margin. Improve Quality Services and ICT Poland also contributed to this improvement. The improvement was partly off-set by lower than expected results in the Netherlands due to postponement of projects in the first half of 2015. The operating result from continuing ordinary operations in the first nine months of 2015 amounted to € 3.5 million (first nine months 2014: € 2.9 million). The acquisition of Strypes Bulgaria was completed on January 6th 2015. In compliance with IFRS 3 order backlog and customer relations have been valued as a result of a Preliminary Purchase Price Allocation. As a result the total amortization for the first nine months of 2015 amounts to € 1.0 million. Depreciation amounts to € 0.3 million for the first nine months of 2015. Acquisition of Raster ICT has completed the purchase of 100% of the shares of Raster as of the 16 September. The acquisition of Raster will substantially enrich ICT’s Industrial Automation activities and will further improve ICT’s position as a total solutions provider and open up new markets and customers. The acquisition will have a direct positive impact on ICT’s earnings as of the closing date. Raster figures are included in the group’s results as from the 16 September. Renewed and extended credit facility To create room for the execution of ICT’s buy and build strategy, ICT renewed and extended its credit facilities in the third quarter of 2015. The renewed facility consist of three credit facilities. The first facility of € 1.5 million, is advised and is used for providing guarantees and securities. The second credit facility amounts to € 6 million, is committed and can be used for working capital financing. The third credit facility also amounts to € 6 million and can be used for financing of acquisitions. From the acquisition facility € 3 million has been used for the acquisition of Raster in the third quarter of 2015. Outlook ICT continues to execute its strategy offering innovative and effective product/market solutions, enriched with state-of-the-art technology, combining autonomous growth with growth through acquisitions. Based on the performance year to date September 2015 and barring unforeseen circumstances, ICT raises its full year 2015 expectation of an improvement in EBITDA (operating profit before depreciation and amortization from continuing operations) between 40%-50% compared to 2014.
World’s largest synthetic rubber plant enters production using advanced software from ICT
LANXESS commissioned ICT (ICT Automatisering Nederland B.V.) to supply a system to optimise operation of the production process. This will enable LANXESS both to realise its production targets and achieve high quality.
LANXESS, one of the largest specialty chemicals companies in the world, has realised a new synthetic rubber plant in Changzhou in the Chinese province of Jiangsu. The USD 235 million plant will be the largest in the world for the production of EPDM (ethylene propylene diene rubber). EPDM is primarily used in the automotive industry for sealing rubber and coolant hoses, with LANXESS estimating that every car contains around five kilogrammes of EPDM rubber. The new LANXESS EPDM plant in China is already fully operational.
The system supplied by ICT will enable LANXESS to realise its production targets whilst also achieving high quality. At the same time more efficient use of raw materials and energy will support the company’s ambitious sustainability targets.
The system performing these functions was developed by ICT based on AspenTech’s Advanced Process Control (APC) software. Having been a distributor and integrator of AspenTech for many years, ICT has in-depth knowledge of process optimisation. ICT previously successfully automated LANXESS’s synthetic rubber production in the Netherlands. It is because of this knowledge and the good collaboration that ICT was chosen to develop a similar advanced system for the new plant in China.
LANXESS project leader Jos Schmitz: “ICT’s system ensures a seamless transition when the plant’s production settings are changed. This allows us to increase our focus on quality and to manufacture several product variations. Thanks to the system we get a higher yield from raw materials, produce less waste and use less energy. The system started proving its worth right from the moment the plant came on stream.”
Martin Bijl, Business Development Manager for ICT Food, Chemicals & Pharma: “This contract is consistent with our strategy to help the chemical industry to optimise production processes using high-performance software such as MES and APC – not just in the Netherlands, but also for companies operating globally.”
ICT Automatisering NV (ICT) announces that today it has completed the purchase of 100% of the shares of RASTER, a Dutch based system integrator. The intended acquisition marks a significant step in the growth strategy of ICT. The acquisition will have a direct positive impact on ICT’s earnings as of the closing date. The acquisition of RASTER will substantially enrich ICT’s Industrial Automation activities and will further improve ICT’s position as a total solutions provider and open up new markets and customers. The combination of the Industrial Automation activities of both companies offers a strong platform for partnerships with the main industrial software vendors, such as Schneider Electric, Siemens and Rockwell. ICT Group (ICT Automatisering N.V.) is an independent provider of industrial automation services. Our specific industry knowledge of various markets, enables us to realize innovative solutions. Over 700 passionate technical specialists are working for the ICT Group. The following subsidiaries are member of the ICT Group: ICT Netherlands (ICT Automatisering Nederland B.V.), Strypes Bulgaria (ICT Nearshoring B.V.), Improve Quality Services and InTraffic (50%). For more information: www.ict.euAbout Raster RASTER IA BV is a project-oriented system integrator in the area of industrial process automation. Main activities are production automation, software development and consultancy. RASTER delivers its services to multinationals and Dutch companies with international activities active in Oil & Gas, offshore, heavy lifting, chemicals, pharmaceuticals and defense sectors. RASTER-Products BV imports, distributes and develops industrial automation products. (www.raster.com and www.raster-products.com) For further Information: Femmy de Rijk, PR & Communications, ICT Group +31 (0)88 908 2000 / + 31 (0)6 10 51 3745. E-mail: Femmy.firstname.lastname@example.org
REVENUE GROWTH AND IMPROVEMENT IN EBITDA SIGNIFICANT STEPS REALIZED IN EXECUTION STRATEGY Key developments:
Revenue in H1 2015 up 7% at € 34.6 million, mainly attributable to the acquisition of Strypes Bulgaria
H1 2015 EBITDA improved to € 3.2 million; 9.2% of revenue (H1 2014: € 2.4 million, 7.5% of revenue)
Acquisition of Strypes Bulgaria completed on 6 January 2015. Intensive collaboration between ICT Netherlands and Strypes Bulgaria bears fruit.
Price Purchase Allocation on Strypes completed, intangibles identified and valued, resulting in period amortization of € 0.9 million in H1 2015
Letter of intent signed end of June to acquire industrial systems integrator RASTER
Key figures (*)
(in millions of €)
Revenue Added Value
EBITDA from continuing operations
Amortization / depreciation
Operating result from continuing operations
Net profit from continuing operations
Result after taxes from discontinued operations
Earnings per share (**)
(*) In 2014, in conformity with IFRS 5, ICT Germany classified as “Discontinued operations” following the decision to divest the operations and is presented as a separate line item in the income statement, being the total loss post tax of the German operations for the period as ‘result from discontinued operations’. (**) Based on the average number of outstanding ordinary shares. Jos Blejie, CEO of ICT Automatisering N.V.: “In the first six months of this year, our focus has been on the execution of our strategy. The acquisition of near-shore company Strypes in Bulgaria is an important step in this execution. It provides us access to lower-cost quality solutions based on rapid development techniques, and a competitive edge in today’s market. Intensive collaboration between The Netherlands and Bulgaria is showing good results. The intended acquisition of RASTER that we announced end of June this year, will substantially enrich our Industrial Automation activities and will further improve ICT’s position as a total solutions provider and open up new markets and customers. These actions support us in creating a stable platform from which we can further roll out our strategy and can grow our business sustainable. Although in the first half of 2015 ICT Netherlands was confronted with a slowdown in demand in the markets served by industrial automation, we do envisage a recovery of demand in the second half of 2015.”Strategy The company will continue its strategy of offering innovative effective product/market solutions, enriched with state-of-the-art technology. Each unit offers market specific solutions in which ICT has a high level of expertise, which allows the company to offer its clients greater added value. This puts ICT in a position to execute projects for its clients independently, making use of the specialist expertise and experience it has gained from previous assignments for its clients. As a result, ICT is able to realise innovative solutions for its clients that are also both repeatable and scalable. The acquisition of new business and the development of new emerging markets are key focus areas of ICT’s strategy. Acquisition of Strypes Bulgaria On 6 January 2015, ICT acquired 100% of the shares of Strypes Bulgaria. Strypes Bulgaria is a specialist in embedded software development based on modern agile methodologies. The total purchase price of the acquired shares, including the earn-out amounts to € 5.4 million. Goodwill resulting from the transaction amounts to approximately € 1.4 million (after the implementation of the Purchase Price Allocation). Acquisition of remaining shares Improve Quality Services According to the original contract the remaining 10% of the shares of Improve was acquired on 1 January 2015. Letter of Intent signed to acquire RASTER End of June 2015, ICT signed a letter of intent to acquire 100% of the shares of Raster Holding BV (RASTER), a Dutch based system integrator. The intended acquisition marks a significant step in the growth strategy of ICT. RASTER operates in the domain of industrial automation and more specifically in the area of industrial process automation, production automation, software development and consultancy. Segmentation (IFRS 8) The acquisition of new business and the development of new emerging markets are key focus areas of ICT’s strategy, which resulted in a new organizational structure that came into effect in Q1 2015. Therefore ICT decided to change the management control of the company. ICT reassessed how to apply IFRS 8 with respect to segment disclosure in its financial statements. In the past the breakdown of cash-generating units (CGU(s)) was aligned with the segmentation of ICT. This alignment is also reassessed. Taking into account how management manages and monitors ICT NL’s business units, future impairment testing will take place at (total) ICT NL level, resulting in partial aggregation of CGU levels as from 2015, in line with the organizational changes and in line with IFRS requirements. Financial developments H1 2015 ICT’s revenue in the first half of 2015 was € 34.6 million compared to € 32.4 million in the first half of 2014. This increase was mainly attributable to the acquisition of Strypes Bulgaria (ICT Nearshoring BV) which realised € 2.5 million of revenue. ICT Netherlands is confronted with postponement of projects and realised revenues of € 30.1 million compared with € 30.7 million in the first half of 2014. As a result of these postponements ICT realised lower licences and materials sales than in the first half of 2014. In the industrial markets we were also confronted with lower than expected secondment demand from customers. Intensive collaboration between ICT Netherlands and Strypes Bulgaria resulted in additional growth in Bulgaria from 54 fte on acquisition date up to 85 fte per 30 June 2015. This growth is mainly attributable to the acquisition of new customers. In the segment other both Improve Quality Services and ICT Poland realised revenue growth due to business generated at new customers. Improve Quality Services realised revenue growth of around 15 % (H1 2015: € 1.9 million / H1 2014 € 1.6 million). ICT Poland is working closely together with ICT Netherlands in the Automotive markets. The realised EBITDA (earnings before interest, taxes, amortization and depreciation) amounted to € 3.2 million in the first half of 2015, compared with € 2.4 million in the same period of 2014. Strypes Bulgaria contributed to this improvement with a realised EBITDA of € 0.7 million. Improve Quality Services and ICT Poland also contributed to this improvement with € 0.3 million. The improvement was partly off-set by lower than expected results in the Netherlands due to postponement of projects and transferred activities to Bulgaria. The Acquisition of Strypes Bulgaria was completed on 6 January this year. In compliance with IFRS 3, as a result of a Preliminary Purchase Price Allocation, order backlog and customer relations have been valued. As a result the total amortization amounts to € 0.9 million in the first half of 2015 (€ 0.543 million one off on backlog and € 0.325 million on customer relations). Customer relations have been valued at € 3.3 million to be amortized over a period of 5 years as from acquisition date. The amortization on customer relations amounts of € 0.6 million a year. The operating result from continuing ordinary operations in the first half of 2015 amounted to € 2.1 million (H1 2014 € 2.3 million). The acquisition of Strypes positively impacted the operating margin (€ 0.7 million). The amortization on Strypes Bulgaria as described above (€ 0.9 million) had a negative impact. The costs related to the consideration of strategic options, including the due diligence and transaction costs for Strypes and Raster, amounted to € 0.3 million (H1 2014: € 0.3 million). Taxes in the first half of 2015 amounted to € 0.4 million compared with € 0.6 million in the first half of 2014. Net profit was € 1.5 million, compared with a profit of € 0.9 million in the first half of 2014. The balance sheet total decreased from € 49.4 million at year-end 2014 to € 49.1 million at 30 June 2015 mainly as a result of the net effect of dividend paid of € 2 million and net profit of € 1.5 million realized in the first half of 2015. The net cash flow from continuing operations amounted to € 0.8 million negative in the first half of 2015 (H1 2014: € 0.4 million negative) as a result of a relatively high amount of creditors on the balance sheet per year end 2014, to be paid in the first half of 2015. The cash position per 30 June 2015 decreased to € 4.1 million (June 30, 2014: € 7.5 million). This was mainly due to the payment of the acquisition price for Strypes Bulgaria and dividend paid. Composition of the Supervisory Board The term of the Chairman, Mr. Van der Raadt and member Mr. Fröschl expired in May 2015. The Annual General Meeting of Shareholders reappointed Mr. Van der Raadt and Mr. Fröschl for an additional four-year term on 13 May 2015. Outlook ICT continues to execute its strategy offering innovative and effective product/market solutions, enriched with state-of-the-art technology, combining autonomous growth with growth through acquisitions. Barring unforeseen circumstances, ICT expects for the full year 2015 an improvement in EBITDA (operating profit before depreciation and amortization from continuing operations) between 25%-35% compared to 2014. Condensed consolidated interim financial statements
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